2022-01-04 07:24 ET – News Release

Mr. Ben Samaroo reports

WONDERFI TO ACQUIRE BITBUY, CANADA’S FIRST APPROVED CRYPTO MARKETPLACE WITH OVER $4.4B TRANSACTED

Wonderfi Technologies Inc. has entered into a definitive agreement to acquire First Ledger Corp., the parent company of Bitbuy Technologies Inc., a leading cryptocurrency platform and the first approved crypto marketplace in Canada. The acquisition and integration will establish Wonderfi as a leading end-to-end consumer platform for people seeking access to crypto and decentralized finance (defi).

“The integration of Wonderfi and Bitbuy is a huge step forward in our mission of democratizing finance through easy and secure access to defi and crypto,” said Ben Samaroo, chief executive officer of Wonderfi. “A licensed marketplace serves as a crucial gateway to the digital asset economy and facilitates a robust end-to-end, unified client experience. The integration of Bitbuy’s product suite will accelerate and expand the reach and scope that Wonderfi can offer to the market, and will drive long-term growth and value for the company.”

Bitbuy was founded in 2016 and has grown to become one of North America’s leading crypto marketplaces. Today, Bitbuy is a trusted execution platform that services over 375,000 users, with more than $4.4-billion transacted through the platform.

In November, 2021, Bitbuy became Canada’s first approved crypto marketplace, and was recently ranked ninth in the Deloitte Technology Fast 50 program, with 3,379 per cent in revenue growth from 2017 to 2020, making it the highest-ranking crypto asset trading platform amongst the Fast 50 winners. In the 12 months ended Sept. 30, 2021, Bitbuy generated over $31.0-million in revenue.

Kevin O’Leary, globally renowned investor, ambassador and strategic adviser to Wonderfi, commented, “this is a combination of two management teams with excellent executional skills that now have the bandwidth, assets and licences to provide an institutional-grade-compliant crypto platform to investors interested in exposure to centralized and decentralized financial services.”

“This transaction represents an exciting new chapter for Bitbuy,” said Dean Skurka, president and chief financial officer of Bitbuy. “The alignment with Wonderfi’s talented team, along with numerous operational synergies, represents opportunities for future growth we can collectively share with our clients, staff and shareholders.”

Key transaction benefits:

• In-houses one of Canada’s fastest-growing crypto platforms with leading market share in bitcoin/Canadian dollar and ethereum/Canadian dollar and a demonstrated history of material revenue growth;
• Introduces multiple new business lines to Wonderfi, including an approved crypto marketplace and OTC (over the counter) business, which services both retail and institutional clients;
• Introduces a strong front-end business line to Wonderfi, enabling licensed fiat on-ramp and platform to a growing Canadian market segment;
• Adds over 375,000 registered users to the Wonderfi ecosystem and over $455-million of assets under custody as at Dec. 31, 2021;
• Presents the ability to bring new features, offerings and functionality to an existing user base on the Bitbuy platform;
• Establishes Wonderfi as the owner and operator of the first crypto marketplace licence in Canada;
• Accelerates product development capabilities and scaling potential by adding over 80 staff including engineers and other personnel;
• Material revenue and cost synergies expected via user base integration, cross-selling services and a combined global offering.

Transaction details

Under the terms of the agreement, the consideration to Bitbuy shareholders will consist of 70 million newly issued common shares of Wonderfi, $20-million in upfront cash and $30-million in deferred cash via a vendor takeback note due in 12 months, implying an aggregate transaction value of approximately $206-million. Wonderfi will use its balance sheet to finance the cash consideration.

Wonderfi will retain substantially all current Bitbuy employees and enter into employment agreements with key members of the management team. Upon closing, Wonderfi will appoint one Bitbuy nominee as an independent member of Wonderfi’s board of directors and, at the next annual meeting of shareholders, will nominate Mr. Skurka to the board. Mark Binns resigned from the Wonderfi board of directors effective Jan. 3, 2022.

The transaction has been approved by the boards of directors of both Wonderfi and Bitbuy. The acquisition is expected to close in the first quarter of 2022, subject to approval by Wonderfi and Bitbuy shareholders, as well as certain related matters and other acquisition-related closing conditions and regulatory approvals. Wonderfi and Bitbuy have received voting support agreements for the transaction from the holders of more than two-thirds of all classes of Bitbuy shares.

Advisers

Cassels Brock & Blackwell LLP is acting as legal adviser to Wonderfi on this transaction and Haywood Securities Inc. provided a fairness opinion to the board of directors of Wonderfi. Canaccord Genuity Corp. is acting as financial adviser and Chitiz Pathak LLP and Wildeboer Dellelce LLP are acting as legal advisers to Bitbuy on this transaction.

About Wonderfi Technologies Inc.

Wonderfi is a leading technology company with the mission of creating better access to defi through the core principles of simplicity and education. Wonderfi has a multipronged business strategy, which includes a high-growth consumer finance app, which will serve as a trusted gateway to the new financial system, and a digital asset portfolio, which consists of leading crypto and defi assets. Wonderfi’s executive team and board of directors have an established record in finance and crypto, with previous experience at Amazon, Shopify, PayPal, Galaxy Digital, Hut 8 and Bigg Digital. Wonderfi’s core team of engineers and technologists believes that everyone should have equal access to finance, and is aligned in the mission to empower people around the world to access defi in a simple, smart and secure way.

About Bitbuy

Bitbuy is a Canadian-owned and -operated digital asset marketplace and restricted dealer. Bitbuy’s mission is to provide its clients the best global prices, the deepest liquidity and the most digital asset products in Canada with a convenient, dependable and secure platform. Bitbuy is proudly registered as a restricted dealer and is Canada’s first registered digital asset marketplace in Canada. Bitbuy’s head office is in downtown Toronto, with over 85 employees.

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